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Sample Business Contracts

Employment Agreement - Interpublic Group of Companies Inc. and David A. Bell

Employment Forms

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  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
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EMPLOYMENT AGREEMENT AMENDMENT

                             THIS AMENDMENT to the Employment Agreement dated as of January 1, 2000, and previously amended as of March 1, 2001, between TRUE NORTH COMMUNICATIONS INC. a Delaware corporation (the "Company") and DAVID A. BELL (the "Executive") is entered into as of June 1, 2001.

                             WHEREAS, the Company and Executive have entered into the above-referenced Employment Agreement pursuant to which the Executive served the Company as its Chairman and Chief Executive Officer;

                             WHEREAS, the Company has entered into a merger (the "Merger") with The Interpublic Group of Companies, Inc. ("Interpublic") pursuant to that certain Agreement and Plan of Merger among Interpublic, Verities Acquisition Corp. and the Company dated as of March 18, 2001 (the "Merger Agreement") and;

                             WHEREAS, the Company, the Executive and Interpublic desire to amend the Employment Agreement to reflect Executive's new role following the Merger;

                             NOW, THEREFORE, it is agreed that the Employment Agreement is hereby amended as follows, effective as of June 1, 2001 (except as otherwise indicated below):

                             1.           Interpublic shall become a party to the Agreement.

                             2.           Section 2 of the Employment Agreement is amended in its entirety to read as follows:

 

               "2.         Position and Duties.           Interpublic shall employ the Executive during the Employment Period with the title of Vice Chairman. The Executive shall report directly to the Chief Executive Officer of Interpublic and he shall split his time during the Employment Period between Chicago and New York City, as necessary to carry out his duties and responsibilities. Executive shall have the authority, duties and responsibilities commensurate with his position and title and such other duties and responsibilities (not inconsistent with his position) as are reasonably assigned to him from time to time by the Chief Executive Officer of Interpublic. During the Employment Period, the Executive shall perform faithfully and loyally and to the best of the Executive's abilities his duties hereunder, shall devote his full business time, attention and efforts to the affairs of Interpublic and the group of subsidiaries and affiliates of Interpublic and shall use his reasonable best efforts to promote the interests of Interpublic. Notwithstanding the foregoing, the Executive may engage in charitable, civic or community activities, provided that they do not interfere with the performance of the Executive's duties hereunder, and, with the prior approval of the Board, may serve as a director of any business corporation; provided that such service does not violate the terms of any of the covenants contained in Section 8 hereof."

  

                             3.           Effective as of August 1, 2001, Section 3(a) of the Employment Agreement is amended to provide for an annual base salary of One Million Dollars ($1,000,000) per annum.

                             4.           Section 3(b) of the Employment Agreement is deleted in its entirety and replaced with the following:

 

               "Executive will be eligible during the term of employment to participate in the Management Incentive Compensation Plan ("MICP"), in accordance with the terms and conditions of the Plan established from time to time. The actual award, if any, shall be determined by the Corporation and shall be based on profits of the Company, Executive's individual performance, and management discretion."

  

                             5.           A new Section 3(e) of the Employment Agreement shall be added as follows:

 

               "Executive shall be granted an award for the 2002-2004 performance period under Interpublic's Long-Term Performance Incentive Plan ("LTPIP") equal to five thousand (5,000) performance units tied to the cumulative compound profit growth of FCB/BSMG, five thousand (5,000) performance units tied to the cumulative compound profit growth of Interpublic and options under Interpublic's Stock Incentive Plan to purchase forty thousand (40,000) shares of Interpublic common stock which may not be exercised in any part prior to the end of the performance period and thereafter shall be exercisable in whole or in part."

  

                             6.           A new Section 3(f) of the Employment Agreement shall be added as follows:

 

               "Effective August 23, 2001, Executive has been granted seventy-five (75,000) shares of Interpublic Common Stock which will be subject to a five year vesting restriction. Effective January 2, 2002, Executive has been granted ten thousand (10,000) shares of Interpublic Common Stock which will be subject to a five-year vesting restriction and options to acquire thirty thousand (30,000) shares of Interpublic Common Stock."

  

                             7.           Effective as of August 23, 2001, a new Section 3(g) of the Employment Agreement shall be added as follows:

 

               "Executive has been granted options to purchase one hundred twenty-five thousand (125,000) shares of Interpublic Common Stock, which will be subject to all the terms and conditions of the Interpublic Stock Incentive Plan. Forty percent (40%) of the options will be exercisable after the third anniversary of the date of grant, thirty percent (30%) will be exercisable after the fourth anniversary and thirty percent (30%) will be exercisable after the fifth anniversary of the date of grant through the tenth anniversary of the date of grant."

  

                             8.           The following shall be added to Section 3(c) of the Employment Agreement:


 

               "Executive shall be provided with a car allowance of Ten Thousand Dollars ($10,000) per year and will be provided with garage space in New York City and Chicago. In addition, Executive will be provided with a car and a driver."

  

                             9.           Effective as of the date of consummation of the Merger, Section 4 of the Employment Agreement is amended as follows:

 

               (a)     by deleting the phrase, "subject to the vesting requirements set forth in subsection (d) below" from subsection (a) thereof;

  
 

               (b)     by deleting the phrases, "the vested portion of" and "with the vested portion determined in accordance with subsection (d) below" from subsection (c) thereof; and adding the following: "In addition, Executive's Stock options and restricted Stock shall continue to vest during the consulting period".

  
 

               (c)     by deleting subsection (d) thereof; and

  
 

               (d)     by renumbering subsection (e) thereof as subsection (d).

  

                             10.          Section 5 of the Employment Agreement is amended as of the date of the Merger by adding the following sentence at the end of the subsection (a) thereof.

 

               "Notwithstanding the foregoing, the Executive hereby waives any right to claim that a Qualifying Termination will occur by virtue of the Merger or any alteration of his title, position, duties and responsibilities in connection therewith, so long as the Executive serves as Vice Chairman of Interpublic following the Merger (or in such similar agreed-upon capacity) with such duties, responsibilities and authority, consistent with that position, as are assigned to the Executive from time to time by the Chief Executive Officer of Interpublic."

  

                             11.           Effective upon consummation of the Merger, Section 6 of the Employment Agreement is amended by deleting the phrase, "with all vesting requirements deemed to be satisfied" from subparagraph (b)(ii)(4) thereof, and by deleting the phrase, "the then vested portion of" from subparagraph (b)(iii) thereof.

                             IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 1st day of June, 2001, to be effective as of June 1, 2001.

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

  
  
 

By:       /s/ C. Kent Kroeber                                 

 

      Name:  C. Kent Kroeber

 

      Title:  Senior Vice President

 

                 Human Resources

  
  
 

TRUE NORTH COMMUNICATIONS, INC.

  
  
 

By:       /s/ Nicholas J. Camera                            

 

      Name:  Nicholas J. Camera

 

      Title:  Director, Vice President and

 

                 Secretary

  
 

            /s/ David A. Bell                                     

 

               David A. Bell